Summary

Board adopts recommendation of the Board Governance Committee Subcommittee on ethics and conflicts with regard to new gTLDs.

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Whereas, ICANN is committed to attaining the highest ethical standard to ensure the legitimacy and sustainability of the multi-stakeholder model.

Whereas, ICANN's current corporate governance documents, as set out athttp://www.icann.org/en/documents/governance/, include a Conflicts of Interest Policy and Board Code of Conduct (including ethical guidelines and confidentiality provisions).

Whereas, on 8 December 2011, the Board adopted specific, heightened conflicts of interest requirements to apply to the New gTLD Program, in furtherance of ICANN's commitment to demonstrating that it will treat decisions approving any new gTLDapplication in an ethical manner and with care to avoid even an appearance of a conflict of interest.

Whereas, pursuant to its charter, the Board Governance Committee (the "BGC") is responsible for the administration of the Conflicts of Interest Policy.

Whereas, the BGC has established a subcommittee on ethics and conflicts (the "Subcommittee"), comprised of Directors who are not conflicted on new gTLDs, or who have a conflict on new gTLDs and have mitigated that conflict, for the purpose of assessing conflicts of interest of all Board members (including Directors and Liaisons). The Subcommittee reviewed all Board member statements of interest to evaluate whether there are any potential or actual conflicts of interest in relation to the New gTLD Program.

Whereas, at the Board's February 2012 workshop in Los Angeles, California, the Subcommittee completed its initial identification of Board members (including liaisons) with potential or actual conflicts of interest in relation to the New gTLD Program.

Whereas, each Director or Liaison so identified has had the opportunity to discuss the facts and circumstances that resulted in the identification of the potential or actual conflict of interest prior to a final determination being made by the Subcommittee.

Whereas, the Subcommittee has completed its determination regarding each Director or Liaison regarding the existence of a potential or actual conflict of interest in relation to the New gTLD Program, including (where applicable) potential steps towards mitigation to permit such Board members to participate in Board discussions and deliberations regarding the New gTLD Program.

Resolved (2012.05.06.08), the Board ratifies and adopts the Subcommittee's determinations regarding Directors and Liaisons with potential or actual conflicts of interest as it relates to the New gTLD Program.

Resolved (2012.05.06.09), if deliberations relating to the New gTLD Program call for expertise and experience about the industry operations, or any other matters, that could be provided by any of the Directors or Liaisons who have been determined by the Subcommittee to have potential or actual conflicts of interests as it relates to the New gTLD Program, such Board members or Liaisons can be asked to participate in the limited discussion requiring such expertise and experience. Independent experts could be similarly invited to participate in the deliberations. If such expertise is sought, the nature of the discussion and the expert will be identified in the meeting minutes or notes, as applicable.

Implementation Actions

  •  None

Rationale  

Over the past several months, ICANN has placed a strong emphasis on the need for enhancing ICANN's policies relating to conflicts of interest, ethics, confidentiality and an overall code of conduct. During the Singapore meeting, the President and CEO identified such issues as crucial given that the New gTLD Program was entering into a new phase with Board approval, which was taken on 20 June 2011. In addition, the community has been calling for a thorough review of these policies. Accordingly, ICANN has determined that it should strive to achieve a highest standards in both the documentation of polices and the adherence to polices relating to conflicts of interest ethics, confidentiality and code of conduct.

Part of ICANN's commitment to this standard is demonstrated through its rigorous application of its Conflicts of Interest policy through the institution of a Subcommittee of the Board Governance Committee, comprised solely of Independent Directors and focused on the application of ethics and conflicts policies and practices. Here, the Subcommittee's determination of which directors and liaisons have potential or actual conflicts of interest in relation to the NewgTLD Program, and the Board's acceptance of those determinations, help ICANN remain accountable to the community and their expectations that ICANN's deliberations and decision making is not affected by individual conflicts of interest. The increased attention and review on this subject is expected to have a positive effect on ICANNand the community. There is no financial impact to the organization as a result of this decision, and this decision will not have any impact on the security or the stability of the DNS.

Other Related Resolutions

Additional Information

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